UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 50249
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SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Power Exploration, Inc.
(Name of Issuer)
Common Stock, par value $0.02
(Title of Class of Securities)
739272 20 1
(CUSIP Number)
Patrick A. Reardon
Attorney-at-Law
201 Main Street, Suite 585
Fort Worth, Texas 76102
(817) 348-8801
(Name, Address and Telephone Number of person authorized to receive notices and
communications)
January 19, 2000
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13A, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box ( ).
Page 1 of 5
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SCHEDULE 13D
(Amendment No. 1)
CUSIP No. 739272 20 1 Page 2 of 5
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1) NAME OF REPORTING PERSONS
S.S. OR I.R.S.IDENTIFICATION NO. OF ABOVE PERSON
Ronald W. Welborn
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2) CHECK THE APPROPRIATE BOX IF EITHER IS A MEMBER OF A GROUP
(A) ( )
(B) ( )
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3) SEC USE ONLY
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4) SOURCE OF FUNDS
00
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5) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (X)
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6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7) SOLE VOTING POWER 1,500,000
NUMBER OF
SHARES ========================================================
BENEFICIALLY 8) SHARED VOTING POWER -0-
OWNED BY
EACH REPORTING ========================================================
PERSON WITH 9) SOLE DISPOSITIVE POWER 1,500,000
========================================================
10) SHARED DISPOSITIVE POWER -0-
================================================================================
11) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
1,500,000
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12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.5%
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14) TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
(Amendment No. 1)
CUSIP No. 739272 20 1 Page 3 of 5
Item 2. Identity and Background
Item 2 is amended to read in its entirety as shown below:
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The principal business of Mr. Welborn is providing financial and business
consulting services. He also invests from time to time.
Item 3. Source and Amount of Funds or Other Consideration*
Item 3 is amended to read in its entirety as shown below:
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Mr. Welborn is the beneficial owner of a total of 1,500,000 shares of
Common Stock, consisting of (a) 400,000 shares currently held by Mr. Welborn,
(b) 350,000 shares of Common Stock he will receive on March 19, 2000 and (c) an
option to purchase 750,000 shares of common stock at $0.66667 on or after March
19, 2000. Mr. Welborn received the items listed in the preceding sentence for
services delivered pursuant to the Advisory Agreement, attached as Exhibit A
(Item 7).
Item 4. Purpose of Transaction*
Item 4 is amended to read in its entirety as shown below:
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Mr. Welborn has advised and will continue to advise management of Power
Exploration on various matters including (a) the acquisition and operation of
oil and gas properties, (b) compromising indebtedness of Power Exploration,
including exchanges of Common Stock for cancellation of indebtedness, (c)
corporate strategy, including the selection of new board members, (d) the
evaluation of merger and other possible acquisition opportunities, and (e) other
corporate matters. Depending on available investment opportunities and
conditions, Mr. Welborn may purchase, acquire, sell or dispose of shares of
Common Stock from time to time.
Except as noted above, Mr. Welborn has no plans or proposals of the
types described in the instructions to Item 4.
Item 5. Interest in Securities of the Issuer*
Item 5 is amended to read in its entirety as shown below:
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(a) Mr. Welborn is the beneficial owner of 1,500,000 shares of Common Stock.
As noted in Item 3, under the Advisory Agreement (Item 7, Exhibit A), Mr.
Welborn received (i) 400,000 shares of Common Stock, (ii) the right to receive
an additional 350,000 shares of Common Stock on March 19, 2000, and (iii) an
option to purchase an additional 750,000 shares of Common Stock at an exercise
price of $0.6667 per share beginning on March 19, 2000 and expiring on December
8, 2000.
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(b) Mr. Welborn has sole power to vote the shares held by him.
(c) There were no transactions in the class of securities reported that
were effected during the last sixty days aside from those discussed in Items 3
and 5.
(d) N/A
(e) N/A
Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect
to Securities of the Issuer*
Item 6 is amended to read in its entirety as shown below:
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None
Item 7. Material to Be Filed as Exhibits*
Item 7 is amended to read in its entirety as shown below:
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A. Attached as Exhibit A is a copy of the Advisory Agreement between
Mr. Welborn and Power Exploration, Inc. (attached to the original filing).
(Exhibit B is deleted.)
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*Note: The information provided in Items 3, 4, 5, 6, and 7 has been
amended to reflect further analysis by Mr. Welborn. After this
analysis, Mr. Welborn believes that, in the original filing of this
Schedule 13D, the holdings by another stockholder were incorrectly
attributed to Mr. Welborn.
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Page 4 of 5
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SCHEDULE 13D
(Amendment No. 1)
CUSIP No. 739272 20 1 Page 5 of 5
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
March 6, 2000
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Date
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s/ Ronald W. Welborn
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Signature
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Ronald W. Welborn, Reporting Person
Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement issigned
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement; provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1061).
